406 F.

2d 755

The B. F. GOODRICH COMPANY, Plaintiff-Appellant,

v.
NORTHWEST INDUSTRIES, INC., Loew's Theaters, Inc.,
Ben W. Heineman and Laurance A. Tisch, DefendantsRespondents.
No. 457.
Docket 33244.

United States Court of Appeals Second Circuit.

Argued February 7, 1969.
Decided February 7, 1969.

David Hartfield, Jr., New York City (Morton Moskin, John J. McNally,
Edmund J. Kelly, Paul J. Bschorr, White & Case, New York City, on the
brief), for plaintiff-appellant.
Samuel W. Block, Chicago, Ill. (Wesley G. Hall, Chester T. Kamin,
Chicago, Ill., William J. Manning, John A. Guzzetta, New York City,
Jenner & Block, Chicago, Ill., and Simpson, Thacher & Bartlett, New
York City, on the brief), for defendants-respondents Northwest Industries,
Inc. and Ben W. Heineman.
Arthur Liman, New York City (Paul, Weiss, Goldberg, Rifkind, Wharton
& Garrison, New York City, on the brief), for defendants-respondents
Loew's Theaters, Inc. and Laurance A. Tisch.
Before ANDERSON, FEINBERG, Circuit Judges, and MANSFIELD,
District Judge.*
PER CURIAM:

The determination of the issues presented to the District Court relative to the
application for preliminary injunctive relief with respect to a proposed
exchange offer to be made to the shareholders of the B. F. Goodrich Company,
plaintiff-appellant, by Northwest Industries, Inc., defendant-appellee, was

clearly within the discretion of that court. It found

2

"* * * no basis upon which it can be fairly contended that this is an instance of
irreparable damage or injury which warrants the granting of an extraordinary
injunction."

The judgment was conditioned upon the filing of the registration statement by
the appellee, Northwest Industries, Inc., covering the securities proposed to be
offered for the shares of appellant's stock. Since its entry the registration
statement has been filed with the S. E. C. No reason has been advanced by the
appellant which would warrant an interference by this court with the District
Court's exercise of discretion and the judgment is hereby affirmed. We
otherwise express no opinion as to the merits of the appellant's various causes
of action.

Notes:
*

Of the Southern District of New York, sitting by designation